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Sirius’ Mel Karmazin feels he might be a little too rich for the company’s soon-to-be new owner, John Malone of Liberty Media. (Splashnews)

Sirius XM CEO Mel Karmazin is headed for a fall.

John Malone’s Liberty Media, which is angling to gain control of the satellite-radio company, is gearing up to replace Karmazin, The Post has learned.

Liberty, the largest shareholder in Sirius with just under 50 percent of the stock, will kick off a CEO search as soon as Karmazin’s contract runs out at the end of this year, said a source.

Yesterday, the outspoken Karmazin, who has been fending off Malone’s advances for months, predicted he would exit if Liberty gains control of the company.

“My instincts today are that Liberty does not need me at the company,” Karmazin said at a Bank of America media conference in Beverly Hills, Calif. “I have historically been expensive. It’s very clear to me that if I were Liberty, I would sit there and say, ‘I’m not sure we need Mel.’”

Indeed, Karmazin has made it clear that he doesn’t come cheap. Earlier this year, the Sirius CEO, who started out his career as a radio ad salesman, told Forbes that he was “one of the most underpaid executives in the history of executive payment.”

The remark irked Malone, who has been engaged in a public tug-of-war over the company with Karmazin.

“He tells the public he’s underpaid? It’s a joke,” Malone said at the Sun Valley Media conference over the summer.

Liberty has told the Federal Communications Commission that it plans to boost its stake above 50 percent and has asked the agency to approve it as the owner when that happens.

When it does, Liberty plans to replace some of the directors on the Sirius board, the source said. Karmazin also said yesterday that he expects Liberty to replace the board.

On Tuesday, Liberty Media upped its stake again to 49.7 percent, just under the 50 percent takeover threshold.

A Liberty spokeswoman said the firm doesn’t comment on rumor and speculation, while a Sirius spokesman declined comment.

Longtime rivals Malone and Karmazin have been battling since the spring, when Liberty began adding to its Sirius stake by buying up shares on the open market.

Karmazin kept Sirius from bankrupcty several years ago by accepting a $530 million loan from Liberty in exchange for a whopping 40 percent stake in the company.

While the deal came with a provision that prevented Liberty from seizing control for several years, the restriction expired this year, giving Malone an opening.

Meanwhile, there are other signs that Karmazin is prepping his exit.

In the last few months, just as the battle with Malone was heating up, Karmazin began cashing in his shares. Since April, he has sold $123 million worth of stock, according to regulatory filings.

The exec, who presided over the merger with rival XM Radio, is credited with dramatically boosting Sirius’s subscriber base, thanks in part to improving auto sales.

The shares, which traded as low as 9 cents when the company was on the verge of bankruptcy in 2009, closed down 3 percent yesterday to $2.42. The stock has rise 33 percent since January.